Vestry Bylaws

ARTICLE I - Name and Purpose of Bylaws
Section 1 - Name
Section 2 - Purpose
ARTICLE II - Meetings, Selection of Vestry and Delegates
Section 1 - Calling and number of meetings
Section 2 - Post-convention meeting
Section 3 - Fall parish meeting
Section 4 - Presiding officer at meetings
Section 5 - Description of Vestry and Delegate terms
Section 6 - Nomination process
Section 7 - Selection process
ARTICLE III - Vestry
Section 1 - Qualifications of Vestry
Section 2 - Number of Vestry persons
Section 3 - Terms of office for Vestry
Section 4 - Challenge to qualifications of Vestry candidate
Section 5 - Filling of vacancy by Vestry
ARTICLE IV - Officers of the Vestry
Section 1 - Officers of the Vestry defined
Section 2 - Duties of the Senior and Junior Wardens
Section 3 - Election and duties of the Treasurer
Section 4 - Election and duties of the Clerk
Section 5 - Removal of elected officers for just cause
ARTICLE V - Organization and Duties of the Vestry
Section 1 - Meetings of the Vestry
Section 2 - Rector or his designate to preside
Section 3 - Quorum at meetings
Section 4 - General duties of the Vestry
Section 5 - Removal of a Vestry person for cause
Section 6 - Creation of standing policies
Section 7 - Ethical guidelines
Section 8 - Ministry review committee
ARTICLE VI - Amendments to the Bylaws
Section 1 - Method of amending bylaws
ARTICLE VII - Corporate Officers
Section 1 - Board of Trustees defined as the Vestry
Section 2 - List of corporate officers

ARTICLE I - Name and Purpose of Bylaws

Section 1 - Name

The name of this organization shall be the Vestry of St. Peter’s Episcopal Church.

Section 2 - Purpose

The purpose of these Bylaws is to supplement Canon Law for the government of the Vestry and the management of its activities.

ARTICLE II - Meetings, Selection of Vestry and Delegates

Section 1 - Calling and number of meetings

There shall be two or more meetings annually of the congregation on the call of the Rector or the majority of the Vestry, due notice of which shall be given, to conduct such business as may be brought before it. The term “Rector” as used throughout these Bylaws, shall mean the Rector duly called and settled, or an interim Priest designated by the Bishop.

Section 2 - Post-convention meeting

There shall be a meeting of the congregation (Post-Convention Meeting) no later than eighteen (18) days after the close of each annual Convention of the Diocese of Florida for the purpose of acquainting the congregation with the work of the preceding annual meeting, to review the annual Parochial Report, and to select delegates and alternate delegates to the next meeting of the convention (see Section 5 of this Article).

Section 3 - Fall parish meeting

There shall be a meeting of the congregation (Fall Parish Meeting) each autumn to select Vestry members (see Section 5 of this Article), to review the programs for the coming year, and to present the Stewardship Program for the coming year.

Section 4 - Presiding officer at meetings

At congregational meetings, the Rector shall preside, or, in the absence of the Rector, the Senior Warden or the Junior Warden. The Clerk of the Vestry shall be the Secretary of the congregational meeting, or another person selected by the presiding officer in the absence of the Clerk.

Section 5 - Description of Vestry and Delegate terms

There are twelve Vestry members serving staggered three year terms. Four full-term vacancies shall be filled by selection at each Fall Parish Meeting, as well as any vacant unexpired term. Qualifications of persons nominated to serve are described in Article III, Section 1. They shall be nominated and selected as described in Section 6 and Section 7 of this Article.

The number of Delegates to the Diocesan Convention is determined by the Diocesan Office, based on Parish membership. The Delegates from St. Peter’s Church shall be confirmed members of the Parish in good standing and at least eighteen years of age at the time of selection. They shall be nominated and selected as described in Section 6 and Section 7 of this Article. Each Delegate, unless filling an unexpired term, shall be selected to serve a two year term, with terms staggered so that half or nearly half are selected each year at the Post-Convention Parish Meeting.

Section 6 - Nomination process

The nomination process for selection of Vestry members and Convention Delegates shall be as follows:

A nominating committee shall be created annually no later than July 31st for the purpose of providing a pool of names for possible selection as members of the Vestry and another for possible selection as Delegates to the Diocesan Convention. The committee shall be composed of (1) Three “at large” members of the Parish (People interested in serving on the nominating committee may submit their names to the Rector and three persons will be chosen “by lot.”), (2) A previous Senior Warden of this Parish, (3) A previous Junior Warden of this Parish, and (4) The current Senior Warden will serve as the Convener, but will exercise no vote. The Nominating Committee must announce its membership and initial meeting three weeks in advance of said meeting.
For Vestry selection the Nominating Committee shall furnish a list of nominees of not fewer than two more than the number to be selected to fill full-term vacancies and unexpired-term vacancies. It shall invite parishioners to submit names in writing to the committee to consider as possible nominees. All of those nominated must agree to serve if selected before their names are published. The resulting list of nominees shall be made public at least three weeks before the Fall Parish Meeting.
For Lay Delegates and Lay Alternates for the Diocesan Convention the Nominating Committee shall furnish a list of nominees of not fewer than twice the number of Delegates to be selected to fill full two-year terms and vacant unexpired terms. It shall invite parishioners to submit names in writing to the committee to consider as possible nominees. All of those nominated must agree to serve if selected before their names are published. The resulting list of nominees shall be made public at least three weeks before the Post-Convention Parish Meeting.
“Nominations from the floor” may be made in writing during the three week period after the Nominating Committee report listing nominees is made public. Such nominations must be endorsed by a total of five adult confirmed communicants in good standing.
Each Vestry nominee shall be furnished with a copy of the appropriate Bylaws and statement of Stewardship prior to the Fall Parish Meeting.

Section 7 - Selection process

The selection process for Vestry members and Convention Delegates shall be as follows:

Vestry members shall be selected at the Fall Parish Meeting by the drawing of four names from those nominated to fill the positions of the retiring Vestry members. If needed, additional names shall then be drawn to fill any vacant unexpired terms. A representative from each of the following groups shall draw names until all positions are filled: (1) the Youth Group, (2) the Choir, (3) the Altar Guild, and (4) the current Junior Warden.
Delegates to the Diocesan Convention shall be selected in a like manner at the Post-Convention Meeting, the number being determined by factors described in Section 5 above. After the prescribed number has been drawn, the remaining names will be drawn one at a time and will be designated alternates in the order of their drawing.

ARTICLE III - Vestry

Section 1 - Qualifications of Vestry

A member of the Vestry shall be no less than eighteen (18) years of age at the date of selection. He or she shall be an active, confirmed communicant in good standing of the Parish for a period of twelve (12) months immediately prior to the date of selection.

Section 2 - Number of Vestry persons

The Vestry shall consist of twelve (12) members, selected to serve terms as described in Article II, Sections 5 through 7.

Section 3 - Terms of office for Vestry

A member of the Vestry shall serve in office until a successor has been selected and seated. A period of one year shall elapse before a Vestry person shall be eligible for re-selection, unless filling an unexpired term of less than two (2) years. The term shall be from January 1 until December 31. Following the Fall Parish Meeting the retiring Vestry members and the newly selected Vestry members will both attend meetings of the Vestry through the month of December following the selections. Newly selected members shall have voice, but no vote until installed in January following selection, except that a newly selected member filling an unexpired term shall have a vote.

Section 4 - Challenge to qualifications of Vestry candidate

Any challenge to the qualifications of any candidate for the Vestry shall be referred to the Rector and determined at the sole discretion of the Rector.

Section 5 - Filling of vacancy by Vestry

The Vestry may fill any vacancy that occurs in their number to serve until the expiration of the term of the vacant position. Any person filling a vacancy of less than two (2) years, whether selected at the annual meeting (Article II, Section 7 a) or by the Vestry, shall be eligible for re-selection at the end of the term.

ARTICLE IV - Officers of the Vestry

Section 1 - Officers of the Vestry defined

The Rector shall appoint a member of the Vestry to be Senior Warden for a term of one year. The Vestry shall elect one of its number as Junior Warden for a term of one year. The Vestry shall elect a Clerk and a Treasurer and such other officers as they deem necessary.

Section 2 - Duties of the Senior and Junior Wardens

The Senior Warden (or in his/her absence, the Junior Warden) shall, with the Vestry, provide for the decent celebration of public worship. In the absence of the Rector, the Senior Warden shall call meetings of the Vestry and preside over the same. The Senior Warden (The Rector’s Warden) shall have the particular duty of supporting the Rector in the execution of the Rector’s ministry.

The Junior Warden (The People’s Warden) shall have the particular duty of representing and communicating the concerns of the Parish members to the members of the Vestry.

It shall be the duties of the Senior Warden and Junior Warden to provide for the elements of the Lord’s Supper and to assure the collection of the alms and the administration of the same. In the event the Parish is destitute of a Rector, it shall further be the duties of the Senior Warden and the Junior Warden to keep and disburse such alms and to provide for the celebration of public worship, and the instruction of the Parish, by occasional clerical services, or by lay reading, as the circumstances may permit. The Wardens shall also perform such other duties as are prescribed for them by the Vestry or as may be otherwise required by the Diocesan or National Canons.

Section 3 - Election and duties of the Treasurer

The Vestry shall elect a Treasurer by majority vote for a term of three years. This election may occur any time within twelve (12) months prior to the new treasurer’s term. The duties of the Treasurer shall be to oversee the receiving and disbursing and accounting for the funds of the Parish. The Treasurer shall take care that the Parish complies with the audit requirements of the National and Diocesan Canons. The Treasurer shall not serve in such capacity for more than two consecutive three-year terms, and may not serve in the position of Clerk at the same time as Treasurer. If the Treasurer is not a member of the Vestry, he or she shall have voice but not vote at all Vestry meetings. The Treasurer shall, with the Clerk, assist the Rector to determine the eligibility of members of the Parish to vote and to hold office.

Section 4 - Election and duties of the Clerk

The Vestry shall elect a Clerk by majority vote for a term of one year. The duties of the Clerk shall be to take and record the minutes of all proceedings of the Vestry, to take and record the minutes of all Parish Business Meetings, to assist the Rector, with the Treasurer, to determine the eligibility of members of the Parish to vote and hold office, to attest the public acts of the Vestry, to preserve all records and papers belonging to the Parish not otherwise provided for, to perform such other acts as shall be legally assigned to such office, and to faithfully deliver to his or her successor all books and documents in his or her possession belonging to the Parish. The Clerk shall not serve in such capacity for more than six consecutive one-year terms, and may not serve in the position of Treasurer at the same time as Clerk. If the Clerk is not a member of the Vestry, he or she shall have voice but not vote at all Vestry meetings.

Section 5 - Removal of elected officers for just cause

The Rector and Vestry may remove any elected officer (Warden, Treasurer, Clerk, etc.) for just cause at any time. A vote of two-thirds (2/3) of the members of the Vestry is required. Any vacancy in the office of Clerk or Treasurer, or in any other office created by the Vestry, shall be filled by the Vestry by majority vote of its members for the balance of the term of such office, but not later than the second Vestry meeting following the creation of such vacancy.

ARTICLE V - Organization and Duties of the Vestry

Section 1 - Meetings of the Vestry

Regular meetings of the Vestry shall be held at least quarterly in a place and at such time as decided by the Vestry. All meetings will be open except for periods of executive session.

Meetings of the Vestry may be called by the Rector or, in his/her absence, by the Senior Warden, and, in the absence of both, the Junior Warden. A meeting of the Vestry shall also be called at the request of any four (4) Vestry members. However, no called meeting of the Vestry shall be held unless a timely written or oral notice of such called meeting shall have been provided to each member of the Vestry, including the Rector and both Wardens.

Section 2 - Rector or his designate to preside

Pursuant to Title I, Canon XIV, Section 3 of the Canon Law of the Episcopal Church, the Rector, or such other member of the Vestry designated by the Rector, shall preside at all meetings of the Vestry. In the event the Rector is not available, the Senior Warden will assume these duties.

Section 3 - Quorum at meetings

A simple majority of the members of the Vestry shall constitute a quorum for doing business at the Vestry meeting. The affirmative vote by the majority of the Vestry members present at a meeting of the Vestry shall be necessary for the Vestry to act. Only in the event of a tied vote may the Rector cast a vote.

Section 4 - General duties of the Vestry

It shall be the duty of the Vestry to take charge of the temporal concerns of the Parish and to work with the clergy and laity of the congregation for the furtherance of the Church’s purpose. It shall execute all duties imposed by the General Convention or Convention of the Diocese.

Section 5 - Removal of a Vestry person for cause

A member of the Vestry may be removed for cause by the Rector with the consenting vote of the majority of the Vestry present and voting at any regular or special Vestry meeting. A member of the Vestry will also be relieved from office for missing two regularly scheduled meetings in succession or three regularly scheduled meetings in any given year, unless excused by the Rector or Vestry. A member of the Vestry will also be relieved from office for failure to continue to be a qualified voting member of the Parish.

Section 6 - Creation of standing policies

In furtherance of its duties, the Vestry may enact its own Standing Policies to implement the provisions of the National and Diocesan Canons and these Bylaws. The Standing Policies shall define and determine the nature and make-up of various committees required to implement the duties of the Vestry and the management of the activities of the Parish.

A list of all committees and the persons appointed to them shall be made available for the Parish. The times and places of all meetings shall be published and open to all interested members of the Parish. The members of all committees shall be appointed to serve for a period of one year and may be re-appointed.

Section 7 - Ethical guidelines

All personnel, clergy, lay and volunteer, shall be guided by the published Guidelines for Youth Work, and the Code of Ethical Conduct dated December 13, 1993. Both of the publications are produced by the Diocese of Florida and will be in effect as published or as amended by subsequent convention.

Section 8 - Ministry review committee

A continuing committee to review and evaluate the ministry of the clergy and lay professionals will be chaired by the Senior Warden. The committee shall consist of not less than four (4) members or more than six (6). They shall reflect the diversity of the congregation and shall serve on a rotating basis to provide continuity. The clergy shall be reviewed based on the procedure required by the Diocese. Lay evaluation shall be based on job descriptions. The financial needs and requirements of the clergy and lay positions shall be reported for inclusion in the budget process. Meetings of the evaluation committee shall be closed, but all reports shall be made public.

ARTICLE VI - Amendments to the Bylaws

Section 1 - Method of amending bylaws

These Bylaws may be amended by the vote of two-thirds (2/3) of the Vestry in its entirety. Proposed changes must be submitted at least four (4) weeks prior to the required vote and all members of the Vestry will be polled by the Clerk of the Vestry to verify that the proposed amendment has been received.

ARTICLE VII - Corporate Officers

Section 1 - Board of Trustees defined as the Vestry

Since the Parish is a Florida not-for-profit corporation, it shall be governed by a Board of Trustees, but such Board of Trustees shall at all times consist of all the duly selected members of the Vestry. All meetings of the Vestry shall therefore be deemed to be meetings of the Board of Trustees, and all actions taken by the Vestry shall be deemed actions taken by the Board of Trustees.

Section 2 - List of corporate officers

Vestry Officers shall also be the Corporate Officers, as follows:

	Vestry Office	Corporate Office
1	Rector	President
2	Senior Warden	First Vice President
3	Junior Warden	Second Vice President
4	Treasurer	Treasurer
5	Clerk	Secretary

St. Peter’s Episcopal Church
Atlantic Avenue and 8th Street
Fernandina Beach, FL 32034
(904) 261-4293
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ST. PETER’S PARISH, FERNANDINA